Inforuptcy Blog Archives December 2013

Declarationof Arthur Nizza, D.S.W., Pursuant to Rule 1007-2 of the Local Bankruptcy Rules for the Southern District of New York in Support of First-Day Motionsfiled by Christopher M. Desiderio on behalf of St. Francis' Hospital, Poughkeepsie, New York. (Desiderio, Christopher) (Entered: 12/17/2013)

DECLARATION OF ARTHUR NIZZA, D.S.W., PURSUANT TO
RULE 1007-2 OF THE LOCAL BANKRUPTCY RULES FOR THE
SOUTHERN DISTRICT OF NEW YORK IN SUPPORT OF FIRST-DAY MOTIONS
I, Arthur Nizza, D.S.W., declare, pursuant to section 1746 of title 28 of the United
States Code, that:
PERSONAL BACKGROUND
1.

I am the President and Chief Executive Officer of Saint Francisâ Hospital,

Poughkeepsie, New York (âSaint Francisâ) and its affiliated debtors and debtors-in possession

1

The debtors in these chapter 11 cases, along with the last four digits of each debtorâs federal tax identification
number include: St. Francisâ Hospital, Poughkeepsie, New York (8503), Saint Francis Home Care Services
Corporation (3842), SFH Ventures, Inc. (0024), Saint Francis Health Care Foundation, Inc. (5066), and Saint
Francis Hospital Preschool Program (1079).

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(collectively, the âDebtorsâ) as of August 12, 2013. In that capacity, over the last four months, I
have become familiar with the Debtorsâ day-to-day operations, businesses, and financial affairs.
2.

healthcare operations in a wide-variety of healthcare settings, including academic medical
centers, provider networks, management service organizations and community hospitals. My
experience includes successfully leading organizations undergoing rapid change or transition.
4.

I hold a bachelorâs degree in philosophy and both a masterâs and doctorate

in social welfare, with experience as a direct care provider and particular expertise in caring for
the needs of the elderly. I most recently served as President/CEO of Stellaris Health, a
collaboration of community hospitals in Armonk, Westchester County, New York, where I
evolved Stellaris from a loosely-configured, shared services affiliation into a more clinicallyfocused, value-driven network of providers. Prior to my time at Stellaris, I served in leadership
positions at Mid-Hudson Health, Mount Sinai-NYU Health and Long Island Jewish Medical
Center.
5.

I also served on the board of examiners of the Malcolm Baldrige National

Quality Award, and currently sit on the Board of THINC, a regional organization focused on
advancing health care quality and coordination of care among health care organizations in New
Yorkâs Hudson Valley.
6.

I submit this declaration pursuant to Rule 1007 of the Local Bankruptcy

Rules for the Southern District of New York (the âLocal Bankruptcy Rulesâ) in support of the

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Debtorsâ petitions for relief under chapter 11 of title 11 of the United States Code (the
âBankruptcy Codeâ) and the motions and applications related thereto (the âFirst Day Motionsâ).
I believe that the relief sought in the First Day Motions is necessary to enable the Debtors to
operate in chapter 11 with minimum disruption to their operations and minimum loss of value,
while allowing the Debtors to best serve their patient constituents, their estates and their
creditorsâ interests.
7.

Except at otherwise indicated, all the facts set forth in this Declaration are

based upon my personal knowledge, upon information supplied to me by other members of the
Debtorsâ management or professionals, upon information learned from my review of the relevant
documents, or opinion based upon my experience and knowledge of the Debtorsâ operations and
financial condition and my experience in the healthcare industry generally. If called as a
witness, I could and would testify to the facts set forth in this Declaration. Unless otherwise
indicated all financial information contained herein is on a consolidated and unaudited basis.
I.
BACKGROUND
FOUNDATION OF SAINT FRANCIS HOSPITAL
8.

On February 17, 1914 Saint Francis Hospital accepted its first official

patient. With only five dollars and the assistance of Catholic Womenâs organizations who made
the linens, they began a 97 year history of commitment to the health needs of the Hudson Valley.
9.

Throughout its history, Saint Francis has strived to serve its community.

For example, in 1918 an influenza epidemic brought hundreds of patients to Saint Francis. As
many as 300 people were treated without charge that year.

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This mission lead to Saint Francisâ rapid success and expansion, making it

a pillar in the community. In 1921, Saint Francis expanded its facility by adding three large
operating rooms, one of which was dedicated to eye, ear, nose, and throat surgery; private and
semiprivate rooms; a 12-bed menâs ward; and a 12-bed womenâs ward. In 1924, the new
Roosevelt main building was opened, replacing the original mansion and providing 60 beds for
patients. Twenty-seven years later, in 1951, the Oakleigh T. Thorne and Joseph T. Towers
Wings were dedicated, more than doubling the size of the hospital. In 1959, the Spellman
Pavilion was added. Expansion continued at the hospital with the 1977 dedication of the
Neumann Wing, followed by the 1982 construction of the Cooke Pavilion.
11.

In 1985, Saint Francis acquired the former Highland Hospital in Beacon

which served as The Turning Point, a 100-bed inpatient and outpatient alcohol and chemical
dependency treatment center (which is now located in Poughkeepsie at 241 North Road). The
Beacon campus currently serves as a home to the Panichi Family Center for Communication and
Learning that houses the Debtorsâ Special Needs Preschool Program.
12.

Home Care Services was added in 1987 and the following year, the

hospital established a Day Care Program in the Convent that eventually expanded to a second,
larger site in Spackenkill, New York.
13.

In 1990, what was then a state-of-the-art 3-dimensional, high-speed helical

CAT Scan system was acquired, and the hospital became the first in the area to own and operate
its own MRI unit. In 1991, the hospital opened the Sleep Disorders Lab, which in 2003 received
a 5 year accreditation and designation as a Sleep Center by the American Academy of Sleep
Medicine.

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In 1992, Saint Francis Hospital adopted a âCREST of Valuesâ to serve as

the guiding principles for each individual who shares in our mission. Each member of the Saint
Francis team works individually and collaboratively to make our values of Creativity (which was
subsequently changed to Compassionate Care in order to reflect the hospitalâs Catholic roots),
Respect, Excellence, Service and Teamwork present in dealings with each other and those we are
privileged to serve.
15.

To recognize its work as a leader in Orthopedics, the Hospital established

the Orthopedic Center of Excellence in 1993, and today offers the only fully-dedicated Joint
Replacement Center in the region. Also in 1993, Saint Francis Hospital was designated as the
Area Trauma Center by the New York State Department of Health. It was recognized as the
busiest Level II Trauma Center in New York State in 2004.
16.

In 1995, a $5 million capital drive was undertaken to expand trauma and

emergency facilities - creating the George T. Whalen Family Trauma Center - and to upgrade
patient monitoring systems in the Emergency Room and Operating Room. Additionally, the
Endoscopy Suite and Same Day Surgery Center were added, the latter of which would be named
for legendary philanthropist James J. McCann.
17.

Responding to requests from physicians who wanted to locate their offices

close to the hospital, the Medical Office Building at 243 North Road opened in 1998. Two years
later The Atrium at Saint Francis Hospital â a 150,000 sq. ft. facility â opened featuring a new
state-of-the-art ambulatory surgery center, diagnostic imaging center, community conference
center, cafeteria, and private physician offices.
18.

The Saint Francis Hospital Cancer Center opened in 2002, followed by the

dedication of the Fr. Brinn Center for Psychiatric Care in the Emergency Care Center in 2003.

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Now, as in 1913 when five Sister foundresses responded to Community

needs, the Sisters of St. Francis continue to be present and look forward with the entire Saint
Francis team to upholding this noble legacy as the Debtors approach one century of service.
20.

The Debtors serve more than 125,000 patients annually (excluding added

homecare patients) and employ approximately 2,000 full and part-time employees. In 2012, the
Debtors serviced approximately 8,000 inpatient discharges, 32,000 emergency room visits,
38,000 home care visits, and 150,000 outpatient visits. The hospital has 333 beds and the
capability to serve patients with various physical and mental health issues. In 2012, the Debtors
had gross revenues of almost $150 million and an operating loss of approximately $7.7 million.
THE DEBTORSâ BUSINESSES
21.

From their state-of-the-art Center for Robotic Surgery to the healing hands

of our physical and occupational therapists at the Therapy Connection, St. Francis features the
latest healing techniques and technology delivered by the most caring and compassionate staff in
the world.
A.

EMERGENCY SERVICES
22.

The Emergency Department and Trauma Center is located on the first floor of the

Neumann wing at the 241 North Road site. The Emergency Department and Trauma Center is a
25-bed unit providing emergency medical and psychiatric care to the community. During peak
volume times, a Minor Emergency Treatment area is utilized for the treatment of minor
emergencies. All patients presenting to the Emergency Department are assessed and triaged by a
registered nurse (âRNâ). Patient care is provided using an interdisciplinary team in collaboration
with Emergency Medical Services, Emergency Department staff, other departments within the
hospital, and private physicians. Emergency nurses maintain certifications in Basic Life Support

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(BLS), Advanced Cardiac Life Support (ACLS), Trauma Nursing (TNCC), and Pediatric
Advanced Life Support (PALS). The Emergency Department and Trauma Center has individual
patient rooms with three isolation/negative pressure rooms and three trauma bays.
23.

The Father Brinn Center for Psychiatric Care within the Emergency Care Center

is a first-class facility designed to meet the needs of patients in crisis. The Brinn Center is staffed
with dedicated psychiatric staff including psychiatrists, nurse practitioners, mental health nurses,
patient placement nurses, social workers, and mental health technicians. This team of behavioral
health and medical experts works together to address patients' needs and enable them to reach the
highest possible level of recovery. The Debtors also work with local school districts, providing
essential guidance in times of crisis or emergency situations. Emergency Psychiatric care needs
have grown consistently due closure of State run psychiatric facilities. In response to the
increased volumes, the Debtors are currently expanding the Brinn Center to meet the needs of the
community. The expansion plan includes a dedicated Child/Adolescent treatment room, 6 single
treatment rooms and 2 double treatment rooms.
B.

PERI-OPERATIVE/SURGICAL SERVICES
24.

The Main Operating Suite is located on the second floor of the Cooke Pavilion at

the 241 North Road site. This operative suite consists of a Pre-Op Waiting Area, seven Operating
Rooms, two Cystoscopy Rooms, and a 13-bed Post-Anesthesia Care Unit (âPACUâ). The seven
Operating Rooms surround a central core where all equipment, supplies, and instruments are
received from Central Services and dispensed using a case cart system into the individual
Operating Rooms. An external corridor surrounding the Operating Rooms provides the pathway
for patients to enter the Operating Room and PACU.

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The Operating Room staff cares for patients for a variety of surgical interventions.

The specialty services within the Operating Room include general, vascular, thoracic,
ophthalmology, neurosurgery, orthopedic, plastic, urology, ear, nose, and throat. A Lithotripsy
service is available once a month for treatment of the patient with ureteral and kidney stones.
The surgical staff collaborates with services throughout the hospital to provide comprehensive
care to the surgical patient. The type of patient admission is based on the surgical procedure
being performed and the physical, emotional, and psychosocial needs of the patient. The patient
admission type can be ambulatory, same-day surgery, day-of-surgery admission (DOSA) with a
planned length-of-stay within the hospital, or emergency admission.
26.

The Center for Robotic Surgery at hospital has, since May 2012, offered patients

the most state-of-the-art option for minimally invasive surgery. The high-definition da Vinci Si
Surgical System provides patients in Dutchess County a unique option for a wide range of
gynecological, oncological, thoracic, urological and general surgical procedures.
27.

The Post-Anesthesia Care Unit (PACU) is located on the second floor of the

Cooke Pavilion of the 241 North Road site. PACU consists of twelve cubicles with privacy
curtains and one isolation room. In the PACU, surgical patients are cared for post-anesthesia.
There is monitoring capability for invasive hemodynamic monitoring (A-lines/CVP lines/SwanGanz catheters) and CO2 monitoring. In the isolation room, electro-convulsive therapy (ECT) is
performed.
28.

The Pre-Op Holding Area is located within the Main Operating Room on the

second floor of the Cooke Pavilion. The Holding Area is adjacent to the Control Desk in the
Main Operating Room and consists of four cubicles with privacy curtains. The unit serves as the
area where patients are prepared for surgery and acts as the final checkpoint before entry into the

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OR. The staff maintains a calm and reassuring environment, while providing open
communication between the patient's family and the physicians throughout the patient's surgical
experience.
29.

Pre-Surgical Testing (PST) is located on the fifth floor of the Atrium at the 241

North Road site. PST consists of a comfortable waiting area, two RN Interview Rooms, one
Phlebotomy/EKG Room, an Anesthesia Interview Room and Central Scheduling Office. In this
area, patients are seen prior to their ambulatory or inpatient surgical procedures for a health
interview by an RN and any required laboratory and diagnostic testing. An integral component of
the screening process encompasses elements of the Debtorsâ Blood Conservation Programâs
protocols, as coordinated through the Transfusion Alternatives Center at Saint Francis Hospital.
30.

The Same Day Center is located on the second floor of the Spellman wing at the

241 North Road site. The Center consists of a Reception/Waiting Area, 21 stretcher cubicles with
privacy curtains, three Procedure Rooms, and the Endoscopy Suite. The Same Day Center
provides both pre- and post-procedure/operative medical and surgical patient care. These
procedures include patients who are undergoing endoscopy procedures, and Day-of-Surgery
(DOSA) inpatients who receive their pre-operative care in the Same Day Center, which
facilitates a coordinated and streamlined admission process. Nursing care focuses on a healing
environment and focuses on a patient's state of wellness and prompt detection of potential postprocedure/operative complications.
31.

The Atrium Surgery Center is an Ambulatory Outpatient Surgery Center with four

operating rooms, one pre-op unit with four curtained cubicles, and a post-anesthesia care unit
with four curtained cubicles, and room for additional stretchers/patients. This freestanding

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Surgery Center offers patients the convenience of one central location for all of their surgical
related needs.
32.

The Endoscopy Suite consists of two Procedure Rooms, one Cleaning/

Decontamination Room, and a Storage Room, and is located on the second floor of the Spellman
wing, adjacent to the Same Day Center, at the 241 North Road site. The Endoscopy Suite is a
diagnostic and therapeutic unit for both inpatients and outpatients, designed to provide nursing
care, equipment, and supplies necessary for safe and effective gastrointestinal endoscopy
procedures, the newest of which is Endoscopic Ultrasonography using the latest in new
technology.
33.

Central Services is located on the first floor of the Cooke Pavilion at the 241

North Road site. The department is responsible for centralized cleaning, decontamination,
storage, processing, assembling, issuing, and preparing medical and surgical supplies and
equipment to all departments of the hospital. Central Services provides a vital link to the
hospital's infection control standards for the health and safety of patients, medical staff, and
personnel.
C.

CRITICAL CARE
34.

The Critical Care Units are located on the third floor of the Cooke Pavilion at 241

North Road and consist of Intensive Care, Coronary Care, Progressive Care, and Surgical StepDown. Critical Care is designed as a department that provides constant and intensive
multidisciplinary assessment and interventions to restore stability, prevent complications, and
achieve and maintain optimal responses in the critically ill medical/surgical and cardiac patients.
35.

The Intensivist Program provides efficient, comprehensive, and coordinated care

to critical care patients. The Intensivists are certified in Internal Medicine, Pulmonary Medicine,
and Critical Care Medicine. Critical Care Nursing is that specialty within nursing that deals
specifically with human responses to life-threatening problems or with the patient who is at high
risk for developing such problems. A primary responsibility of the critical care nurse is
promotion and restoration of health, as well as the alleviation of suffering for patients and
families. The major categories of patients include but are not limited to (1) Medical - coronary
artery disease, myocardial infarction, unstable angina, cardiogenic shock, cerebral vascular
accident, drug or other substance overdose, gastrointestinal bleeding, renal-metabolic problems,
multi-system organ failure, cardiac and/or respiratory arrest, AIDS (with acute exacerbation of
illness), acute exacerbation of chronic obstructive pulmonary edema, congestive heart failure or
pneumonia, and (2) Surgical - vascular, thoracic, gastrointestinal, neurological, orthopedic and/or
multi-trauma.

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MEDICAL/SURGICAL UNIT
39.

4 Cooke includes a 16-bed medical/surgical complement on the fourth floor of the

Cooke building. There are 10 private and three semi-private room locations dedicated to The
Joint and Spine Center. The purpose of this unit is to achieve superior clinical outcomes to
patients undergoing total joint replacements and spinal surgery. The focus of the unit is to
provide coordinated, compassionate, individualized care which encompasses the continuum of
care for all patients. All the services are provided in a customer friendly atmosphere which
provides both patients and families the support they need. The unit functions on a Monday
through Friday basis.
40.

5 Cooke is a 37-bed unit that includes 13 private rooms and 12 semi-private

rooms with a centralized nursing station on the fifth floor of the Cooke Pavilion at the 241 North
Road site. The major focus of this unit is providing quality comprehensive care to acutely ill
patients with orthopedic/neurological, traumatic injury, and medical problems. Under the broad
category, the diagnoses to be evaluated are orthopedic surgical interventions, laminectomies,
fractures, head trauma, and cerebral vascular accidents.
41.

6 Cooke also includes a 37-bed medical/surgical unit on the sixth floor of the

The Herb and Sue Ann Redl Center for Cancer Care is located in the Medical Arts

Pavilion at Saint Francis. The Centerâs mission is to provide high-quality comprehensive cancer
care that focuses on the social, physical, and spiritual needs of all patients, their families, and the
community. The Center emphasizes continuity of care with caring staff through every step of
treatment, with a dedicated Nurse Navigator assisting each patient through every step of care.
This continuity is assisted by co-locating within the Center the services, physicians, staff and
technology that patients will encounter during treatment. The Center's service areas include
Surgical Consultation and Management, Reconstructive Surgery Consultation and Management,
Medical Oncology Consultation and Management, Genetic Testing, and Chemotherapy. . An
expansion for the Center is underway and when complete will include an integrated Women's
Imaging Center.
43.

The foundation of the program is a focus on prevention and early detection using

a multi-disciplinary treatment approach, the availability of state-of-the-art technology, and
education of the patient, family, and community. The cancer program also participates with
physicians to offer clinical research protocols to provide options for patient participation in
clinical trials, brachytherapy, and chemotherapeutic seed embolizations to complement the
therapeutic offerings. In addition, specialists in breast cancer, thoracic cancer, prostate cancer,
and colorectal cancer are available to provide individualized care. The Center is accredited by
the American College of Surgeons as a Cancer Center and by the National Accreditation
Program for Breast Centers. Inpatient services are available on 6 Cooke, a 37-bed unit that
provides nursing care given by nurses certified in oncology.

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The Infusion Center has an eight-chair capacity and one private room, and is

located within the Cancer Center. The Infusion Center provides chemotherapy as well as
biological response modifiers, hydration therapy, immunomodulators, IV antibiotics, IV gamma
globulin, monoclonal antibiotics, injections and transfusion of blood/blood products to a select
number of outpatients. The infusion nurses are certified in oncology nursing and infusion
therapy.
45.

for people diagnosed with cancer. The aim is to centralize diagnosis, treatment and research,
conveniently in one location, to assist the patient on the road to recovery sooner. The center is
physician-owned but works in partnership with Saint Francis. PROS employs technology that
can treat cancer through a combination of CT scans and radiation therapy, or intensity modulated
radiation therapy, via a linear accelerator, which beams precise, high-level doses of radiation
directly onto tumors.
F.

DIAGNOSTIC SERVICES
(i) CARDIAC CATHETERIZATION
46.

The state of the art Charles and Mabel E. Conklin Cardiac Catheterization

Laboratory is located on 2 Spellman at the 241 North Road location. It has technical
functionality to provide a wide variety of diagnostic and treatment techniques that allow the
doctor to tailor care for the very specific needs of individual patients. State-of-the-art
capabilities include:
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The Cardiac Catheterization Lab recently stopped performing procedures due to

declining patient volumes. However the Labâs functionality, licensing and technology are
unchanged, and it could be returned to operational status quickly if the decision were made to do
so.
(ii)

INTERVENTIONAL RADIOLOGY
48.

The Interventional Radiology Suite is located adjacent to the Cardiac

Catheterization Lab on 2 Spellman. Interventional procedures such as the declotting of
ateriovenous grafts, placement and retrieval of IVC filters, embolizations, radiofrequency
ablations, and kyphoplasties are available on a 24/7 basis. There is a 5-bed pre and postprocedure area staffed with RNs.
(iii)

located on the third floor of the Spellman wing at the 241 North Road site.
50.

The Sleep Center is a four-bed area responsible for providing diagnostic and

therapeutic testing to evaluate and assist with the treatment of people experiencing sleep
disorders. The Sleep Center is fully accredited by the American Academy of Sleep Medicine and
is one of a kind in the Mid-Hudson region. In achieving accreditation, the Sleep Center has met
or exceeded all standards for professional quality healthcare as designated by the Academy. The
staff provides diagnostic testing, referral for follow-up, and patient/physician education
concerning the treatment of all types of sleep disorders. The Sleep Center is directed by a
Medical Director who is board certified in Neurology and in Sleep Medicine. Interpretation of all
sleep studies is provided by board certified physicians.

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The Neuro Diagnostic Testing Center at the 241 North Road site offers state-of-

the-art diagnostic services that combine excellence in neurological diagnostic testing with
advanced medical technology. Some of the common examinations completed are EEG and
Evoked Potentials.
(iv)

CARDIO DIAGNOSTICS
52.

Cardio Diagnostics Department is located on the third floor of the Thorne wing of

the 241 North Road site. It provides both inpatient and outpatient testing, including EKGs, 24hour holter monitors, and stress testing (regular and in conjunction with Nuclear Medicine).
(v)

SPECIALTY CLINICS
53.

The Specialty Clinics, located on the third floor of the Atrium at the 241 North

Road site, is the referral site for those patients who have minimal resources and require specialty
medical care. Clinics are held at minimum on a monthly basis and are staffed by physicians on
staff at the hospital on a rotating schedule in the following disciplines: Ophthalmology,
Orthopedics, Neurology, and Podiatry.
(vi)

LABORATORY SERVICES
54.

Laboratory testing is performed at the main campus in Poughkeepsie 24 hours a

day, seven days a week to provide support for inpatient and outpatient populations. Two
Laboratory Patient Care Centers are located in the Atrium, Suite 204 at the 241 North Road site.
A third Laboratory Patient Care Center is located at 560 Route 52 in Beacon, NY, and a fourth
lab is located at 1335 Route 44 in Pleasant Valley, NY.
(vii)
55.

RADIOLOGY/IMAGING SERVICES
Radiology/Imaging Services are provided to both outpatients and inpatients in two

locations at the 241 North Road site. On the first floor of the Cooke Pavilion, the Debtors

In addition, for outpatient service and convenience, Saint Francis provides

services in Suite 102 on the first floor of the Atrium location. This includes Women's Imaging,
with a new, full-field digital Mammography unit, Bone Densitometry, and a Breast Stereotactic
tissue acquisition system. Additional modalities include MRI, Ultrasound, a new Digital
Diagnostic Radiology unit, a 16-slice CT scanner, and Picture Archiving and Communication
Systems (PACS), in order to maximize patient satisfaction.
57.

Saint Francis was awarded in 2009 The Breast Center of Excellence designation

by the American College of Radiology (ACR) for accreditations in Breast Ultrasound,
Stereotactic Breast Biopsy and Digital Mammography.
(viii)
58.

RESPIRATORY THERAPY SERVICES
The Respiratory Therapy Department is located on the third floor of the Thorne

wing at the 241 North Road site. The department is available 24 hours a day, 7 days a week for
inpatient care. Outpatient services are available Monday through Friday, 6:30 a.m. - 5:00 p.m.,
by appointment. Outpatient services include pulmonary function testing and arterial blood gas
analysis.
G.

TREATMENT/WELLNESS SERVICES
(i)

CHEMICAL DEPENDENCY DETOXIFICATION AND
REHABILITATION PROGRAMS
59.

The Turning Point Inpatient Program provides both inpatient detoxification

(Detox) as well as inpatient drug and alcohol rehabilitation and is programmatically located on 4
Spellman, 4 Thorne and 4 Tower at the 241 North Road site.

supportive environment for patients to safely withdraw from alcohol and other drugs. It is staffed
24 hours a day by an interdisciplinary treatment team of physicians, nurse practitioners (NPs),
physician assistants (PAs), RNs, and counselors with specialized training and experience in
chemical dependency treatment. Nurses provide ongoing monitoring, assessment, and treatment
of patients throughout the detoxification process and help prepare for medical needs upon
discharge. Both counselors and therapists additionally provide patient education, one-to-one
counseling to assist in preventing relapse and make aftercare referrals for recovery. This service
is OASAS certified. In addition, the Opioid Detox Program is CARF accredited.
61.

a program of education, medical and nursing care, group therapy, and individualized treatment
for chemically dependent patients. Treatment tracks are provided for individuals who have a dual
diagnosis of chemical dependency and mental illness. The goals of the interdisciplinary
treatment team are to assist patients in rebuilding their lives socially, physically, emotionally,
vocationally and spiritually. Coping skills are taught which provide patients the ability to deal
with life's pressures without the use of drugs or alcohol. This service is OASAS certified.
62.

The Turning Point Outpatient Program at the 29 North Hamilton Street,

Poughkeepsie site offers a Day Rehabilitation Program that operates five days per week and
Intensive Outpatient Programs (IOPs) that operate three to four days per week. All the programs
combine lectures and group therapy. Recreational and vocational counseling are also offered in
the Day Rehabilitation Program. There are specialized IOPs for women and for individuals with
co-occurring mental health and chemical dependency problems. There is an evening IOP for
individuals who are employed during the day.

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BEHAVIORAL HEALTH SERVICES
63.

The Adult Mental Health Units are located at the 241 North Road campus and

provide crisis intervention and stabilization for individuals experiencing acute symptoms of
psychiatric illness. The Special Care Unit (SCU) is a 17-bed secure unit located on 5 Spellman
where an intensive treatment program focuses on stabilizing acute symptoms. The General Care
Unit (GCU) is a 23-bed secure unit located on 5 Thorne providing mental health care to
individuals who are able to function in a therapeutic environment where the focus is on-going
stabilization and preparation for discharge and aftercare.
64.

The Adult Mental Health Units operate in a treatment team focused model. The

treatment team consists of psychiatrists, nurses, social workers, psychologists, and occupational
therapists. Medical care is provided by medical staff to address any patient medical and/or
surgical concerns. Treatment is provided across the age spectrum from young adults through
geriatrics. The treatment team collaborates with outpatient mental health and medical services as
well as social/residential resources in the community.
65.

As discussed above in the Emergency Services section, psychiatric emergency

services are provided 24 hours a day, 7 days a week at the Father Brinn Center for Psychiatric
Care within the Emergency Care Center. Behavioral Health staff are always available to evaluate
and admit adults who require inpatient treatment; adolescents are treated and transferred to
appropriate services in the community and surrounding areas.
66.

Health Clinic at the 241 North Road site. The Mental Health Clinic is currently located on 4
Roosevelt and is licensed by the NYS Office of Mental Health to provide diagnostic and
treatment services to adults, adolescents, and children with a primary diagnosis of a mental or

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emotional illness. The clinic is staffed by a multidisciplinary team of mental health professionals,
including psychiatrists, psychologists, and social workers. Services include comprehensive
mental health assessments; individual, group, and family psychotherapy; and medication
management. The clinic also provides specialized services to emotionally and behaviorally
disturbed adolescents through its Adolescent Intensive Outpatient Program (AIOP). The AIOP
offers a minimum of three hours of treatment per day for five days per week to the adolescents in
the program, many of whom also receive educational instruction at the hospital through Dutchess
County BOCES.
67.

The Preventing Alcohol and Drug Abuse through Primary Education (PADAPE)

program operated by Saint Francis Hospital Outpatient Mental Health Services provides
educational programs in elementary and middle school classrooms throughout Dutchess County
related to the effects of drugs, alcohol, and tobacco and the benefits of health and mental health
enhancing activities. Funded by private grants, the program has been found to be effective in
increasing students' knowledge and strengthening their resistance to use of chemical substances.
68.

The Military Wellness Program was launched in October 2013 by the Debtors to

provide a specialized outpatient mental health treatment program for military personnel, veterans
and their families. The Program is based at the hospital and is available to serve the estimated
51,000 military veterans residing in the Mid-Hudson Valley, all members of their families, and
active military personnel and reservists stationed in the region. The Program hopes to work in
cooperation with existing programs to provide the most comprehensive array of services to the
active service members and veterans in the Hudson Valley, while also providing specialized
treatment options that are tailored for veterans' needs. An example of this is Cognitive

REHABILITATION AND PHYSICAL MEDICINE
A fully integrated team of professionals and support staff provides a complete

spectrum of therapeutic and medical care to its patients. Services are provided by the multiinterdisciplinary rehabilitation team and tailored to individual patients' needs. In addition, there
are several outpatient facilities throughout the Hudson Valley.
70.

The Rehabilitation Unit is an 18-bed unit, accredited by the Commission on

Accreditation of Rehabilitation Facilities (CARF), located on the fourth floor of the Cooke
Pavilion at 241 North Road. This unit provides patients with an intensive interdisciplinary
program that promotes independence in daily functioning, and provides the life skills necessary
for patients to obtain their optimal level of functioning. Rehabilitation utilizes a team approach to
individualize each patient's needs including the coordination of the patient's input during his or
her stay on Rehabilitation. The major categories of patient diagnoses include but are not limited
to stroke, cardiac disease, orthopedic cases, and various neurological disorders. The Debtors
have the only unit in the area to be accredited by CARF in Stroke Rehabilitation.
71.

The Therapy Connection is the hospital's physical and occupational therapy

service that offers inpatient evaluations and treatment in the main hospital and outpatient
services at the Medical Office Building at 243 North Road in Poughkeepsie. Inpatient services
are provided Monday through Saturday and on holidays. The outpatient location is open Monday
through Friday with evening hours available by special arrangement.
72.

The Therapy Connectionâs 243 North Road site offers physical and occupational

therapy services for individuals with orthopedic and/or neurological impairments, as well as

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certified hand therapy, and splint fabrication. The Comprehensive Outpatient Rehabilitation
Services (CORS) program is a specialized program for neurologically impaired individuals who
require more intensive treatment involving multiple disciplines.
73.

In November 2011 the Therapy Connection also opened its Center for Balance

and Mobility at 243 North Road. The Center provides assessment and treatment services for
dizziness, vertigo, and other conditions and symptoms that place patients at risk for falls and
interfere with their ability to live independently in the community. Using state of the art
equipment, specific impairments can be objectively measured, and treatment goals are
established targeting identified deficits.
74.

Besides balance problems, common conditions treated by the Therapy Connection

multidisciplinary approach to the treatment of chronic, non-healing wounds caused by diabetes,
poor circulation, or other conditions. Because the Debtors use state-of-the-art wound care
techniques, including Hyperbaric Oxygen Therapy, patients achieve better healing rates in faster

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healing times than conventional wound care. The Center is located on the ground floor of the
Atrium building.
(v)

CENTER FOR DIABETES MANAGEMENT
76.

The Center for Diabetes Management uses a multidisciplinary program approach

to give patients the knowledge and skills necessary to manage diabetes on a daily basis. Patients
meet with a both Certified Diabetes Nurse Educator and a Certified Diabetes Registered
Dietician, and this team collaborates with Primary Care Providers to develop a plan of care that
is individualized to meet each patient's needs. The Center treats all ages diagnosed with Type 1
Diabetes, Type 2 Diabetes and Gestational Diabetes.
77.

Evaluation and/or treatment services are provided to children and adults of all

ages (infants a few days old through the senior population). Outpatient services are provided at
the Center's 115 Delafield Street site, the hospital's 241 North Road site, the Millbrook Route 44
site, at the Panichi Center for Communication and Learning in Beacon, and at various other
extension clinic locations throughout Dutchess County. Inpatient services are provided at the
hospital's 241 North Road location. Services are provided Monday through Saturday with hours
that vary daily.
81.

Hearing Works is the Center for Communication Disorders' hearing aid

dispensing program. Hearing Works is located at the 115 Delafield Street site, the 15 Hastings
Drive, Beacon site, and at our Millbrook site, and is open Monday through Saturday with hours
that vary daily. Hearing Works is a program of Ventures.
82.

The Saint Francis Preschool Program, operated by Preschool and licensed by the

New York State Education Department, is the largest private provider of speech and special
instruction to children from two to five years of age in Dutchess County, and has been serving
the community for over twenty years. Its multi-disciplinary staff provides strategic interventions
in speech and language, special education, occupational and physical therapy, and music and
recreation. Preschool's psychologists, social worker, and nurse provide support and training for
both students and families. Preschool teaches children in a nursery school setting using play and
developmentally appropriate interventions to meet the individual goals for each child. Its
classroom-based programs serve children with mild to significant disabilities including Pervasive

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Developmental Disabilities and Autism. Centers are located in Poughkeepsie, Beacon, and Hyde
Park.
(ii)

MEDICARE 340B PHARMACY PROGRAM

83.

The Debtors operate a Medicare 340B drug pricing program which reduces

medication costs for low income and under-insured Medicare and Medicaid recipients. The
program requires pharmaceutical manufacturers to offer discounted prices to governmentsupported facilities such as community health centers, nonprofit hospitals and Title X family
planning clinics. The Debtors pass on those reduced drug costs to eligible patients.
(iii)

HOME HEALTHCARE AND HOME CARE SERVICES

84.

Home Care Services are located at the Kandr II Building, Suite 1-A, 26 IBM

Road in Poughkeepsie.
85.

Saint Francis Hospital Certified Home Health Service is a certified home health

agency that provides skilled intermittent home care services to patients in Dutchess County. All
services are provided under orders of the patient's physician. Services available include skilled
nursing, physical therapy, occupational therapy, speech therapy, medical social work, nutrition
consultation, and home health aide services. Specialty programs include psychiatric nursing,
infusion therapy, and wound care/ostomy management. The telehealth program allows a patient's
vital signs and other parameters to be transmitted to a secure Web site. A nurse reviews the
information available on the Web site daily and provides follow-up to the patient as needed. A
coordinated plan of care is developed, implemented and evaluated for each patient. The agency is
responsible for initiating and maintaining continuity of home care services until established goals
have been achieved and/or services are terminated. The agency is accredited by CHAP, the
Community Health Accreditation Program.

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Saint Francis Home Care Services, Inc. is a Licensed Home Care Services

Agency that provides live-in and hourly services to residents of Dutchess, Ulster, Orange,
Putnam, Westchester, Rockland, Columbia, and Sullivan Counties. The predominant service is
personal care, provided by home health aides and personal care aides in the home setting.
Personal care can be provided on an hourly basis (two-hour minimum) or on a live-in basis. Staff
are assigned and supervised by a Registered Nurse and must complete a state-mandated course of
instruction. Services provided meet standards established by the New York State Department of
Health. Skilled services are also provided on an hourly basis and include RN, LPN, PT, OT,
SLP, and MSW services. Non-medical services, homemaker, companion, and sitter can be
provided in the home or facility setting. Supplemental staffing, nurse aides can be provided to
facilities. The Agency maintains contractual relationships with a Long-Term Home Health Care
Program, various skilled nursing facilities, and Hospice. Medicaid and commercial insurance are
accepted; however, a large percentage of services are paid for privately. RNs are available to
conduct the Patient Review Instrument (PRI) and SCREEN to determine appropriateness for
skilled nursing facility placement. The Agency also provides electronic medication management
services and Personal Emergency Response Systems. The Home Care agency is available 24
hours a day, 7 days a week for emergencies.
87.

Saint Francisâ dedication to excellence has resulted in recognitions it is extremely

proud of including:

14759419.1

ï·

The Center for Diabetes Management received a 4-year extension of its
accreditation by the American Diabetes Association.

ï·

The Inpatient Rehabilitation program was awarded a 3-year accreditation
by the Commission on Accreditation of Rehabilitation Facilities.

ï·

Professional Radiology Oncology Services (PROS) at Saint Francis
Hospital was awarded full accreditation status by the American College of
Radiation Oncology.
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ï·

The Hudson Valley Renegades honored some of those who helped save
the life of an 11-year-old boy who collapsed while playing a Little League
Baseball game. Among those introduced on the field prior to the start of
the Aug. 4 game were Drs. Zubair Zoha and Steven Ritter, Emergency
Department Nurse Manager Bridget Romani and Nurses Stacy Fell and
Sarah Ogasian.

ï·

The Cancer Center was awarded a 3-year accreditation by the National
Accreditation Program for Breast Centers administered by the American
College of Surgeons.

ï·

Saint Francis Home Care Service, Inc. was named among the nationâs top
25 percent âEliteâ home care agencies by Outcome Concept Systems and
Decision Health.

ï·

The hospitalâs annual Caregiver Conference was named one of 33 finalists
for a national charitable organizationâs award.

ï·

The hospitalâs community relations department was honored with two
national Aster Awards for a radio commercial and TV commercial, and
with a Silver Telly Award for âThe Best is Yet to Come,â a 4-minute
information video about the hospital. The Telly Awards, presented in
Silver and Bronze categories, recognize outstanding local, regional and
cable TV commercials and programs.

ï·

Saint Francis Hospital and Health Centers was a winner of a $200,000
New York State Department of Health Patient Safety Award.
CORPORATE STRUCTURE

88.

The organizational chart attached hereto as Exhibit A generally depicts the

The Series A 2004 Bonds are due March 1, 2029 and accrue interest at an

annual rate of 7.500%, based on a 360-day year. The Series B 2004 Bonds are payable on March
1, 2019 and March 1, 2029 and accrue interest at an annual rate of 7.50% and 7.500%
respectively, based on a 360-day year.
91.

The 2004 Bonds were issued pursuant to a certain Indenture of Trust dated

of March 1, 2004 (the â2004 Indentureâ) by and between the Issuer and Manufacturers and
Traders Trust Company, as Trustee (the âIndenture Trusteeâ).
92.

In connection with the issuance of the Series B 2004 Bonds, the Issuer

acquired a leasehold interest in a portion of St. Francisâ hospital campus (the âFacilityâ) pursuant
to a hospital lease agreement dated March 1, 2004 whereby St. Francis leased the Facility to the
Issuer. Concurrently, St. Francis and the Issuer entered into a lease agreement (as subsequently
amended and modified, the âLease Agreementâ) whereby the Issuer sublet its interest in the
Facility to St. Francis. Pursuant to the Lease Agreement, St. Francis is obligated to make

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monthly payments sufficient to pay principal of, premium, if any, and interest, when due, on the
2004 Bonds.
93.

St. Francis and Saint Francis Health Care Foundation (the âGuarantorsâ)

guaranteed the obligations arising under the Lease Agreement and the 2004 Bonds to the
Indenture Trustee and the Issuer pursuant to a certain Guaranty Agreement, dated as of March 1,
2004 (as subsequently amended and modified, the âGuarantyâ). As further collateral, and as
more particularly described in that certain Mortgage and Security Agreement dated as of
March 1, 2004 from the Issuer and St. Francis to the Trustee (the â2004 Mortgageâ), the Issuer
and St. Francis granted a security interest in St. Francisâ campus and all buildings and
improvements thereon. In addition, pursuant to the 2004 Mortgage, St. Francis pledged the
gross receipts of the hospital to the Trustee to secure its obligations under the Lease Agreement,
the 2004 Mortgage, the 2004 Guaranty, and related transaction documents (collectively, the
â2004 Transaction Documentsâ).
94.

The 2004 Bonds are payable solely from (i) payments made by St. Francis

under the Lease Agreement, (ii) payments made by the Guarantors under the Guaranty, and (iii)
from certain funds established under the 2004 Indenture.
95.

In addition, prior to the issuance of the 2004 Bonds, St. Francis was in

arrears with respect to certain obligations owed to the Archdiocesan Pension Plan (âAPPâ) in the
amount of approximately $6 million. In connection with the 2004 Bond issuance, St. Francis
executed a promissory note in the amount of such arrear in favor of APP (the âAPP Noteâ) dated
as of March 1, 2004 which was secured by a Mortgage and Security Agreement, dated as of
March 1, 2004 (the âAPP Mortgageâ) from St. Francis to APP which consisted of a first
mortgage lien and security interest in the Facility and a security interest in the gross receipts of

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St. Francis. Pursuant to a Subordination Agreement, dated March 1, 2004 (the âSubordination
Agreementâ) from APP to the Trustee, APP agreed to subordinate the APP Mortgage to the lien
of the 2004 Mortgage.
B.

The 2007 Bonds
96.

On June 1, 2007, the Issuer and Trustee entered into the Second

Supplemental Indenture of Trust (the â2007 Indentureâ) to facilitate the issuance of bonds (the
â2007 Bondsâ) in an additional aggregate principal amount of $9.5 million. The 2007 Bonds
were issued to provide financing to furnish, equip, renovate and improve the existing 12,901
square feet of emergency and trauma space; expand, construct, furnish, and improve
approximately 8,685 square foot addition to the emergency and trauma space to include 26
treatment rooms (21 private), two waiting rooms, three separate but connected trauma rooms,
and seven patient bathrooms; and construct, renovate, furnish, equip and improve approximately
4,800 square feet of new Adult Cardiac Cath Lab space, including 2 procedure rooms. The 2007
Bonds accrue interest at an annual rate of 6.70%, based on a 360-day year, and are due to mature
on March 1, 2037.
97.

To secure the payment of the 2007 Bonds, the Issuer and St. Francis

executed and delivered a Mortgage and Security Agreement, dated as of June 1, 2007 (the â2007
Mortgageâ) to the Trustee.
98.

Pursuant to the terms of a Mortgage Consolidation, Modification,

Extension and Security Agreement, dated as of June 1, 2007 (the âMortgage Consolidation
Agreementâ) the liens granted by the 2004 Mortgage and 2007 Mortgage were consolidated to
provide one consolidated mortgage lien securing the 2004 Bonds and 2007 Bonds in the

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aggregate principal amount of $37.535 million. In addition, the Lease and Guaranty were
amended and modified to reflect the issuance of the 2007 Bonds and the obligations thereunder.
III.
EVENTS LEADING TO THE CHAPTER 11 CASES
A.

Legislative, Regulatory and Contractual Matters Affecting Revenue
99.

The healthcare industry in New York state has become increasingly

challenging for providers like the Debtors. Patient volume (and therefore revenues) has
declined, while costs have increased at a rate faster than inflation. This results in the trimming of
already slim margins on which a hospital must operate.
100.

Moreover, the hospitalâs two largest âclientsâ â Medicare and Medicaid â

have kept their reimbursement rates low and made the billing process increasingly rigorous. In
combination with certain systemic problems, the Debtors encountered in connection with a
software platform transition described more fully below, the daunting economic landscape led to
the Debtorsâ increased inability to recapture costs associated with patient services.
B.

Software Transition and Billing Issues
101.

Beginning in September 2012, the Debtors implemented a series of new

comprehensive information systems, in an effort increase the Debtorsâ operational efficiency.
By October 2012, the Debtors determined that the implementation of the software had failed. In
order to address the implementation failures, the Debtors attempted to retrain its staff and
employed Dell to assist in the transition and implementation of the software.
102.

The failure of the software implementation under previous management

and governance had a significant impact on the Debtorsâ financial reporting and revenue cycle
functions. The implementation failed because, among other things, the Debtorsâ medical records

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department and patient billing and collection department were understaffed and
underperforming. In addition, material aspects of the customer defined tables in the software
were inadequately prepared.
103.

In an effort to rectify these issues, the Debtors engaged several consulting

organizations during late 2012 and early 2013. Unfortunately, not enough of the previous and
rapidly aging accounts receivable were collected. In addition, ongoing billing issues during later
2012 and early 2013 further strained cash flow.
C.

Changes to the Composition of the Board of Trustees
104.

For almost 50 years St. Francisâ Board of Trustees was controlled by a

succession of tightly associated people. For various reasons, the Sisters of St. Francis felt that a
change to the board was necessary in order to give the hospital a fresh start and a new vision
going forward. As a result, in August 2013, the entire Executive Committee (consisting of six
board members) was removed from the Board of Trustees, and thereafter, three additional board
members resigned in protest.
105.

At approximately this same time, I was named as President and CEO to

focus on the Saint Francis restructuring efforts and Kristin Cash-Holland was named as Chief
Financial Officer.
106.

These board-level changes led the Debtors to revisit their business strategy

and reevaluate their path going forward. It became abundantly clear to the newly constituted
Board of Trustees that the hospitalâs future was in jeopardy and was in a much more precarious
financial situation than the Sisters of St. Francis had previously known or believed. It also
became clear that the implementation of the software had failed and that additional capital
resources would be needed to rectify this failed implementation.

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Rapid Growth of SEIU 1199
107.

For almost 15 years, the Service Employees International Union Local

1199 (âSEIU 1199â) has represented approximately 27 of the Debtorsâ maintenance staff.
However, until recently the rest of the Debtorsâ staff was not unionized.
108.

On September 6, 2013, almost 500 additional employees were certified by

the National Labor Relations Board (the âNLRBâ) as voting to become members of SEIU 1199.
In addition, on September 20, 2013, approximately 300 of hospitalâs registered nurses voted to
participate in SEIU 1199 as well.
109.

As a result of this rapid and recent growth of SEIU1199, the Debtorsâ

anticipate that their labor costs will continue to rise, without a prospect for revenue to cover
these added costs.
E.

Defaults Under the 2004 and 2007 Bonds and Contemplated Transaction
110.

In late 2012 and early 2013, the Debtors violated several non-financial and

financial covenants in the 2004 and 2007 Bonds. As a result of these covenant defaults, in
August and September, the Debtors engaged in extensive negotiations and discussions with the
Trustee about forbearance and restructuring alternatives.
111.

These discussions resulted in the Debtors engaging CohnReznick, Nixon

Peabody LLP, and Deloitte Corporate Finance LLC (âDeloitteâ) in order to explore the
possibility of a sale or merger of the hospital to another healthcare provider in addition to
exploring other potential uses for the Debtorsâ campus.
112.

In November 2013, the Indenture Trustee entered in to a forbearance

agreement (the âForbearance Agreementâ) with the Debtors whereby the Indenture Trustee
agreed to forbear on its rights upon a default and to provide interim âbridgeâ financing to the

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Debtors in an amount not to exceed approximately $2.3 million. As of the Petition Date, $2.3
million of this bridge loan remains outstanding.
113.

Pursuant to the terms of the Forbearance Agreement, in November 2013,

the Debtors retained Deloitte to market the sale of substantially all of the Debtorsâ assets. steps
taken to date by Deloitte to identify potential buyers are set forth in detail in the Declaration of
Simon Gisby which was filed in connection with the Sale Motion (as defined below).
IV.
FACTS RELEVANT TO FIRST DAY PLEADINGS2
114.

Together with the filing of these chapter 11 cases, the Debtors filed certain

First Day Pleadings, which request various types of relief. Generally, the First Day Pleadings
have been designed to meet the Debtorsâ goals of: (a) continuing its operations as debtors in
possession with as little disruption and loss of productivity as possible; (b) maintaining the
confidence and support of the greater community, their patients, employees, vendors, suppliers,
and service providers during the Debtorsâ reorganization process; and (c) establishing procedures
for the smooth and efficient administration of these Bankruptcy Cases.
115.

I have reviewed each of the First Day Pleadings filed contemporaneously

herewith (including the exhibits thereto and supporting memoranda) and, to the best of my
knowledge, information and belief, the facts recited therein are true and correct and are hereby
incorporated by reference. It is my belief that the relief sought in each of the First Day Pleadings
is essential to the Debtorsâ ability to achieve a successful reorganization.

2

14759419.1

Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the First Day
Pleadings.

To ease the administrative burden of this case on the Debtorsâ estates, the

Debtors request relief relating to the form and manner of the notices in this case. Specifically, the
Debtors request entry of an order establishing omnibus hearing dates and certain notice, case
management, and administrative procedures. I believe the relief requested will reduce the
administrative costs of this case and is in the best interests of the estate.
Debtorsâ Motion Pursuant to Bankruptcy Rule 1007(c) for an Extension of Time
to File Schedules and Statements of Financial Affairs
117.

The Debtors and their professional advisors are working diligently to

prepare the required Schedules to accurately reflect the Debtorsâ financial circumstances as of the
Petition Date. However, prior to filing this case, the Debtors were unable to devote the resources
necessary to complete the Schedules due to the substantial time spent preparing for the chapter 11
filings and attending to operations. Furthermore, the Debtors have a significant number of
creditors and executory contracts and run a complex business. Thus, the Debtors require
additional time to review their books and records to accurately reflect their obligations and
financial position in the Schedules. Accordingly, the Debtors respectfully request an extension of
the deadline to file the Schedules to the date that is forty-five (45) days after the Petition Date.
Debtorsâ Motion for Entry of an Order (A)Authorizing the Establishment of
Procedures for Notifying Creditors of Commencement of Debtorsâ Chapter 11
Cases (B) Authorizing Filing of Consolidated List of Debtorsâ 30 Largest
Unsecured Creditors, and (C) Authorizing the Debtors to Include Names and
Addresses of Certain Patients in the Consolidated Creditors List
118.

In an effort to streamline the administration of these cases the Debtors

request that they be permitted to establish certain notification procedures in order to notify

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creditors of these chapter 11 cases. Moreover, the Debtors seek to file a consolidated list of their
top 30 creditors, as opposed to being required to file a list of each Debtorâs top 20 creditors, as
doing so would consume an excessive amount of the Debtorsâ scarce time and resources. Finally,
the Debtorsâ request certain relief so that its obligations under HIPAA are satisfied in connection
with assembling the Debtorsâ creditors matrix. This relief will allow the Debtors to efficiently
and effectively notify their creditors of this case and related proceedings.
Debtorsâ Motion for Entry of An Order Directing Joint Administration of Related
Chapter 11 Cases
119.

Given the complex and interlinked commercial relationships among the

Debtor entities, joint administration of these chapter 11 cases will provide significant
administrative convenience without harming the substantive rights of any party-in-interest.
Many of the motions, hearings and orders that will arise in these chapter 11 cases will affect each
and every Debtor entity. Thus, the entry of an order directing joint administration of these cases
will reduce fees and costs by, for example, avoiding duplicative filings and objections. Joint
administration also will allow all parties in interest to monitor these cases with greater ease.
Furthermore, joint administration will relieve the Court of the burden of entering duplicative
orders and maintaining duplicative files for each Debtor entity and will simplify administrative
supervision of these cases by the U. S. Trustee.
Debtorsâ Motion for Entry of an Order Establishing Procedures for the Assertion,
Resolution, and Satisfaction of (I) Bankruptcy Code Section 503(b)(9) Claims and
(II) Reclamation Claims
120.

Prior to the Petition Date and in the ordinary course of their business, the

Debtors purchased on credit a variety of medical equipment, food, supplies and other property
for use in their operations. As of the Petition Date, the Debtors are in possession of certain
Goods that had been delivered to them by various vendors or other parties but for which the

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Debtors have not been invoiced or made payment to the Vendors. As a result of the
commencement of these chapter 11 cases, the Debtors will likely receive 503(b)(9) Claims and
Reclamation Claims from Vendors with respect to such Goods. Accordingly, the Debtors
request that the Court establish procedures that will ensure the timely and orderly resolution of
such claims.
Debtorsâ Application for an Order Authorizing BMC Group Inc. to Act as Official
Claims and Noticing Agent
121.

Concurrently herewith, the Debtors filed applications to retain BMC

Group, Inc. (âBMCâ) as their notice and claims agent. I believe the retention of BMC is critical
because of the large number of creditors identified in this case and in order to comply with the
requirements set forth in the Local Bankruptcy Rules.
122.

I understand that BMC is a data processing firm with extensive experience

in noticing, claims processing, balloting and other administrative tasks in chapter 11 cases. Given
the need for the services described above and BMCâs expertise in providing such services, I
believe that retaining BMC will expedite service of notices, streamline the claims administration
and balloting processes, reduce the administrative costs associated with such tasks, and permit
the Debtors to focus on patient care and reorganization efforts.
Debtorsâ Motion for Entry of an Order Pursuant to 11 U.S.C. Â§Â§ 105(a) and 331
Establishing Procedures for Monthly Compensation and Reimbursement of
Professionals
123.

The Debtors seek authority to establish certain procedures for monthly

compensation and reimbursement of the chapter 11 professionals. Among other things, the
proposed procedures allow the Debtors to timely and adequately compensate the professionals
retained in these chapter 11 cases by the Debtors and the Official Committee of Unsecured
Creditors, when appointed. This will better allow the Debtors to manage their cash flow and to

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pay these administrative expenses as they become due. Moreover, these procedures prevent the
chapter 11 professionals from bearing undue financial burden or risk caused by delays in
payment. For these reasons, approval of the proposed interim compensation procedures is
warranted.
B.

Motions Related to the Debtorsâ Continued Operations
Debtorsâ Motion for Interim and Final Orders Authorizing (A) Continued Use of
the Debtorsâ Cash Management System and Procedures; (B) Maintenance and
Continued Use of Existing Bank Accounts; (C) Waiver of Certain Operating
Guidelines Relating to Bank Accounts; and (D) Interim Wavier of the
Requirements of Section 345(b) of the Bankruptcy Code
124.

In the ordinary course of its business prior to the Petition Date, and as is

typical with business organizations of similar size and scope, the Debtors maintained a centralized
cash management system to collect, transfer, and disburse funds received through its operations
efficiently and to record such transactions accurately (the âCash Management Systemâ).
125.

It is my understanding that the U.S. Trustee Guidelines require chapter 11

debtors to, among other things, close all existing bank accounts and open new accounts that must
be designated debtor in possession bank accounts, obtain, establish, and maintain separate debtor
in possession accounts, and utilize new checks for all debtor in possession accounts, which bear
the designation âDebtor in Possessionâ and contain certain other information related to the case.
The Debtors request a waiver of the requirement that the Debtors open new bank accounts.
During this case, the Debtors shall stamp or print its check stock with âDebtor in Possessionâ
and the case number under which this case is being administered.
126.

I believe the Debtorsâ existing cash management procedures are essential

to the orderly operation of the Debtorsâ business. Changing bank accounts and creating a new
cash management system would not only cause the Debtors to incur significant and unnecessary
costs, but could hinder the Debtorsâ operations when the Debtors and their management should
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be focused primarily on operational stability and patient care. A new cash management system
could also cause confusion, diminish the prospects for a successful reorganization, disrupt
payroll, introduce inefficiency when efficiency is most essential, and strain the Debtorsâ
relationships with critical third parties. Therefore, the Debtors believe it is appropriate to
continue the management of its cash receipts and disbursements as they were handled
immediately prior to the Petition Date.
127.

It is also my understanding that section 345(b) of the Bankruptcy Code

sets forth requirements that protect creditors of a debtorâs estate against the loss of funds of the
estate through deposit or investment. The Debtors believes it is in compliance with such
requirements. Thus, the Debtors request that the Court enter an order temporarily waiving such
requirements while the Debtors and the U.S. Trustee discuss any additional arrangements
potentially necessary to adequately protect estate funds.
Debtorsâ Motion for Interim and Final Orders: (I) Authorizing, But Not
Requiring, Debtors to (A) Pay Prepetition Wages, Salaries and Other
Compensation, and (B) Maintain Benefits Programs; and (II) Authorizing and
Directing Banks to Honor All Related Checks and Electronic Payment Requests
128.

The Debtors seek authority to, among other things, satisfy certain

prepetition obligations to its current employees (the âEmployeesâ), maintain certain prepetition
benefit programs, reimburse Employees for prepetition expenses that were incurred on behalf of
the Debtors, and pay prepetition withholdings from employee wages. This relief is critical to the
Debtorsâ business and reorganization efforts.
129.

In order to achieve a successful reorganization, it is essential that the

Debtorsâ Employees work with the same or greater degree of commitment and diligence as they
did prior to the Petition Date. The Debtorsâ payment of outstanding prepetition wages and other
compensation as well as maintenance of current employee benefits are critical to ensuring the

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Debtors remain an attractive employer to the Debtorsâ Employees and in order to maximize
value as a going concern to any potential purchaser of the Debtorsâ assets.
130.

If this motion were not granted, I believe significant deterioration in morale

among Employees would result at this critical time, which undoubtedly would have a devastating
impact on the Debtors, its patients, the value of estate assets, and the Debtorsâ ability to
reorganize. Importantly, the total amount to be paid if the relief sought in the motion is granted
is modest compared with the size of the Debtorsâ estates and the importance of the Employees
to the Debtorsâ restructuring effort, particularly as many of the claims satisfied would be
entitled to priority under the Bankruptcy Code. I believe authorizing the Debtors to pay these
obligations in accordance with the Debtorsâ prepetition business practices is in the best interests
of the Debtors, their Employees, creditors, patients, community, and all other parties in interest,
and would enable the Debtors to continue to operate its business with minimal disruption to its
labor force.
Debtorsâ Motion for Entry of an Order Determining Adequate Assurance of
Payment for Future Utility Services
131.

In connection with the operation of its business and management of its

property, the Debtors obtain water, natural gas, electricity, telephone, and other similar utility
products and services (collectively, the âUtility Servicesâ) from utility companies (collectively,
the âUtility Companiesâ). The Debtors seek an order of this Court prohibiting the Utility
Companies from altering or discontinuing services and establishing procedures to provide the
Utility Companies with adequate assurance of future performance.
132.

As adequate assurance of payment for future service, the Debtor proposes

to establish an escrow account holding to two (2) weeks of Utility Service, calculated as a

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historical average over the past 12 months, on account of any Utility Company that requests such
a deposit (the âAdequate Assurance Depositâ).
133.

I believe the Adequate Assurance Deposit would constitute sufficient

adequate assurance to any Utility Company. Further, the Debtors fully intend to timely comply
with its postpetition obligations to the Utility Companies. However, in light of the severe
consequences to the Debtors and, most importantly, its patients upon any interruption in services
by the Utility Companies, and recognizing that Utility Companies have the right to evaluate the
proposed adequate assurance on a case-by-case basis, if any Utility Company believes additional
assurance is needed, then the Debtors have proposed procedures for the Utility Companies to
request such additional adequate assurance. I believe these procedures, as outlined in the motion,
are not only fair and reasonable, but also necessary for the Debtors to be able to continue to
operate properly.
134.

I believe that without the relief requested, the Debtors could be forced to

address numerous requests for onerous concessions by Utility Companies in an unorganized
manner at a critical period in the Debtorsâ reorganization efforts, and when those efforts could be
more productively focused on patient care.
Debtorsâ Motion for Entry of Interim and Final Order Pursuant to Bankruptcy
code Sections 363(b), 503(b), 105(a), Bankruptcy Rules 6003 and 6004 (I)
Authorizing Debtors to (A) Continue Workersâ Compensation Program and
Liability, Product, Property and Other Insurance Programs and (B) Pay All
Obligations in Respect Thereof, and (II) Authorizing and Directing Financial
Institutions to Honor and Process Checks and Transfers Related to Such
Obligations
135.

employersâ liability, excess umbrella, and various other property and casualty liabilities (the
âInsurance Programsâ), the continuation of which is essential to the continued functioning of the
Debtorsâ business.
136.

The continuation of the Debtorsâ Insurance Programs on an uninterrupted

basis is essential to the functioning of the Debtorsâ business. If any of the Insurance Programs
are permitted to lapse, the Debtors could face significant liability for personal or property
damage, which, in turn, could harm all parties in interest. The Debtors could also be forced to
obtain replacement insurance coverage on an emergency basis and at significant cost, or one or
more of the insurance carriers could decline to renew their insurance policies or refuse to enter
into new insurance agreements with the Debtors in the future. Accordingly, the Debtors must
make all payments with respect to the Insurance Programs.
137.

Moreover, the Insurance Programs are vital to the Debtorsâ continued

operations. Applicable state law mandates that the Debtors maintain workersâ compensation
coverage for their employees. Failure by the Debtors to pay the premiums and deductibles
associated with the Debtorsâ Workers Compensation Program would jeopardize coverage and
expose the Debtors to substantial liability in fines by various state workersâ compensation
boards.
138.

In addition, the risk that eligible workersâ compensation claimants will not

receive timely payments for prepetition employment-related injuries could have a devastating
effect on the financial well-being and morale of the Debtorsâ current employees. Departures by
employees at this critical time may result in a severe disruption of the Debtorsâ businesses with a
substantially adverse impact on the Debtors, the value of their assets and businesses, and their
ability to reorganize. The retention of the Debtorsâ qualified and dedicated senior management

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is also linked to the continued effectiveness of the directorsâ and officersâ liability and fiduciary
liability insurance policies.
Motion to Authorize Payment of
Prepetition Claims of Certain Critical Vendors
139.

In order to continue operating its business, the Debtors must rely on

certain suppliers (the âCritical Vendorsâ) that provide the Debtors with certain goods and
services that are critical to the Debtorsâ operations. Absent these Critical Vendors, the Debtors
might be unable to continue its operations without materially inflated costs or substantial
interruptions. Unless their prepetition claims are satisfied, I believe the Critical Vendors will
refuse to continue to deliver products or services to the Debtors postpetition. Further, replacing
the Critical Vendors would be disruptive, cost-prohibitive and, in certain instances, impossible.
Further, certain of such Critical Vendors have provided the Debtors within twenty (20) days
prior to the Petition Date with materials, supplies, goods, products, and related items that are
essential to the sustained operations of the Debtors. Accordingly, such Critical Vendors would
be entitled to a priority claim and the relief requested would simply alter the timing of payments
that such vendors are already entitled to receive by statute. Thus, the Debtors seek
authorization to pay the Critical Vendors in the ordinary course of business provided each such
Critical Vendor agrees to continue providing goods or services on their pre-petition terms.
Debtorsâ Motion for Entry of an Order Authorizing Payment of Certain License
and Regulatory Fees
140.

In the ordinary course of the business, the Debtors are regulated by

various agencies. In connection, therewith, the Debtors are required to pay certain fees in order
to remain in good standing to operate their facilities and to maintain good standing as a
qualified Medicaid and Medicare provider. It is essential to the operation of the Debtorsâ

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business that they be permitted to pay these fees so that the applicable regulatory agency do not
revoke any of the Debtorsâ licenses which could materially impact the potential sale.
Debtorsâ Motion for Entry of Order Pursuant to Bankruptcy Code Sections 363,
541, and 105(a) Authorization Debtors to Pay Prepetition Amounts Associated
with Restricted Gifts and Grants
141.

As a not-for-profit Catholic charity, the Debtors are fortunate to receive

restricted gifts from many altruistic donors. As a hospital, the Debtors are also eligible for
grants from the DOH. The monies received as gifts or grants are often restricted to be used only
in connection with certain initiatives, whether it be to expand services or for capital
improvements. Due to such restrictions, these funds are not available to distribution to the
Debtorsâ general unsecured creditors. Accordingly, the Debtors are seeking to pay certain
prepetition claims associated which comply with the restricted use of these funds. The failure
to use these funds could result in the Debtor risking never receiving these funds or forfeiting the
funds all together. Moreover, the access to these restricted funds has only a net positive effect
on the Debtorsâ estate as the Debtorsâ programs and facilities will be improved without
diminishing the assets available for distribution. Finally, if the Debtors are not permitted to use
these restricted funds, they will be unable to complete certain contemplated projects to the
detriment of the hospitalâs current and future patients. For these reasons, the Debtors should be
permitted to use their restricted funds in accordance with the terms of their restriction.
Debtorsâ Motion for Order, Pursuant to Section 333(a) of the Bankruptcy Code
and Bankruptcy Rule 2007.2, Determining that Appointment of Patient Care
Ombudsman is Not Required in this Case
142.

It is my understanding that the Bankruptcy Code provides that the

appointment of a patient care ombudsman is within the Courtâs discretion. In light of the
Debtorsâ extensive internal quality management procedures as well as oversight from numerous
government agencies and professional associations, the appointment of such an ombudsman
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would duplicate the Debtorsâ existing patient care quality management procedures at substantial
cost and without increasing the quality of care for their patients. Moreover, any input by an
ombudsman probably would be rendered moot before it could have any meaningful impact
because the Debtors are likely to sell substantially all of their assets to a third party, resulting,
inter alia, in the integration of operations.
Debtorsâ Ex Parte Motion for Order (A) Authorizing and Approving Bid
Procedures in Connection with Proposed Sale of Substantially all of the Debtorsâ
Assets; (B) Authorizing the Sale of Substantially all of the Debtorsâ Assets Free
and Clear of All Liens, Claims, Encumbrances and Other Interests; (C)
Authorizing the Assumption and Assignment of Certain Executory Contracts; and
(D) Granting Other Related Relief
143.

The Debtors request an order authorizing and approving Bid Procedures to

be employed in connection with the proposed sale of substantially all of the Debtorsâ assets to
Health Quest Systems, Inc. or its designee (the âStalking Horseâ). Prior to the Petition Date, the
Debtors employed Deloitte to engage in an extensive marketing effort to sell substantially all of
the Debtorsâ assets. Although all options were considered, the Debtors desired to enter in to a
transaction that would result in the continuation of services in the Hudson Valley and result in
the preservation or proposition of employment for its current employees. The Debtors believe
that a liquidation of its assets and closure of the hospital would be detrimental to the Debtorsâ
estates, creditors, parties-in-interest, and indeed the entire Hudson Valley.
144.

Specifically, prior to Deloitteâs retention, the Debtors had conversations

with a number of the potentially parties that were again contacted by Deloitt.
145.

I have also been advised by legal counsel that only not-for-profit hospitals,

whether in-state, or out-of-state would be eligible to operate a licensed hospital under applicable
New York state law.

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Through the Debtorsâ financial & operational analyses, along with

consultation and advice received from the Debtorsâ restructuring professionals, the Debtors have
determined that development of a stand-alone reorganization plan is not feasible, even
considering the possibility of modest additional donations from interested benefactors.
147.

Through the Debtorsâ financial & operational analyses, along with

consultation and advice received from the Debtorsâ restructuring professionals, the Debtors have
determined that acceptance of the Stalking Horseâs bid is in the best interest of the estates.
148.

Through the Debtorsâ financial & operational analyses, along with

consultation and advice received from the Debtorsâ restructuring professionals, the Debtors have
determined that the relatively short pre-petition auction timeline is warranted due to the
deleterious effect of time on the creditorsâ recovery
149.

Through Debtorâs financial & operational analyses, along with

consultation, advice received from the Debtorsâ restructuring professionals, and, in particular,
considering the significant pre-petition solicitation undertaken by Deloitte, the Debtors have
determined that a lengthier post-petition solicitation does not reasonably balance the competing
goals of achieving a wide and open sale process with minimizing the outstanding balance on any
debtor-in-possession financing which would reduce creditor recovery.
150.

In light of the results of the pre-petition solicitation activities of

management and Deloitte, the Debtors have judged the Stalking Horse Bid to be clearly
preferable to closure and liquidation, which would result absent a sale to the Stalking Horse or a
similar alternative transaction.
151.

Accordingly, the Debtors are seeking approval of a two-step bid

procedures process as during an estimated forty-five day period that it would take a prospective

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buyer to complete due diligence would result in almost a $2 million cash burn on the Debtorsâ
estate. Moreover, based on the advice of its professionals, the Debtors believe that a competing
offer is unlikely in any circumstance. Therefore, as time is of the essence in order to preserve the
assets of the Debtorsâ estates, and because the likelihood of another interested party coming
forward, no matter the amount of time, the Debtors believe that the proposed bidding and sale
process is in the best interests of all constituencies. For these reasons, the proposed auction and
sale procedures should be approved.
Debtorsâ Motion for Entry of Interim and Final Orders (I) Authorizing Debtors
(A) to Obtain Post-Petition Secured, Superpriority Financing Pursuant to 11
U.S.C. Â§Â§ 105, 361, 362, and 364 and (B) to Utilize Cash Collateral Pursuant to
11 U.S.C. Â§363; (II) Granting Adequate Protection to Pre-Petition Indenture
Trustee and Miscellaneous Secured Creditors Pursuant to 11 U.S.C. Â§Â§ 361, 362,
and 364; and (III) Scheduling a Final Hearing Pursuant to Bankruptcy Rules
4001(b) and 4001(c)
152.

The Debtors have virtually no available cash to fund their ongoing

operations. The Debtors urgently need to use Cash Collateral to obtain new credit to purchase
inventor, pay their employees, and continue their operations. Without the immediate availability
of cash collateral l and new credit, the Debtorsâ operations would be severely disrupted and they
would be forced to cease or sharply curtail their operations and eliminate their ability to generate
revenue. Without post-petition financing, the Debtors will be unable to maintain its going
concern value and consummate the contemplated sale. The Debtors believe that the proposed
financing address the Debtorsâ working capital and liquidity needs. In addition to providing
much needed liquidity, the availability of postpetition financing will prove a sense of confidence
in the Debtorsâ suppliers, patients, and employees. Without immediate access to cash collateral
and postpetition financing, the Debtors face a crisis that would threaten the viability of the
contemplated transaction, and would likely result in the closure of the hospital.

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Prior to the Petition Date, the Debtors contacted several potential lenders,

including their pre-petition lenders, and none were willing to provide financing without granting
priming liens on their assets or on terms more favorable in the aggregate than those provided by
MidCap.
154.

For the forgoing reasons, the use of cash collateral and the ability to enter

Local Bankruptcy Rule 1007-2 requires certain information related to the

Debtors, which is set forth below.
156.

In accordance with Local Bankruptcy Rule 1007-2(a)(3), no committee

has been organized prior to the commencement of these chapter 11 cases.
157.

In accordance with Local Bankruptcy Rule 1007-2(a)(4), Schedule 1

hereto is a list of the names, addresses, and, where available, telephone numbers of the creditors
holding the 30 largest unsecured claims (excluding insiders) against the Debtors. Such list
includes the amount of the claim, the nature of the claim and, if appropriate, an indication of
whether such claim is contingent, unliquidated, disputed, or partially secured, subject, however,
to the reservations of rights stated in Schedule 1 regarding, among other things, the actual
validity of any such claims.
158.

In accordance with Local Bankruptcy Rule 1007-2(a)(5), Schedule 2 is a

list of the names and addresses of the creditors holding the five largest secured claims against the
Debtors, as well as the names and addresses for the holders of record of such secured claims.

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Such list includes the amount of the claim, an estimate of the value of the collateral, and whether
the claim or lien is disputed, subject, however, to the reservations of rights stated in Schedule 2.
159.

In accordance with Local Bankruptcy Rule 1007-2(a)(6), Schedule 3

hereto provides a summary of the Debtors assets and liabilities.
160.

In accordance with Local Bankruptcy Rule 1007-2(a)(7), as not-for-profit

entities, Hastings Health Systems Inc. (âHastingsâ) is the sole member of each of the Debtors
(other than SFH Ventures, Inc.). Hastings does not have any equity or ownership interest in the
not-for-profit Debtors, but as sole member it exercises control over such entities and has some
residual powers laid out in the applicable governing documents. With respect to SFH Ventures,
Inc., Hastings owns 100% of the equity of such entity.
161.

In accordance with Local Bankruptcy Rule 1007-2(a)(8), to the best of the

Debtorsâ knowledge the Debtors do not have any property not in their possession, including
property in the possession or custody of any custodian, public officer, mortgagee, pledgee,
assignee of rents, or secured creditor, or agent for any such entity, other than, if any: (i) bank
accounts that may be subject other claims of setoff by the Debtorsâ lenders, or their agents; (ii)
various security deposits held by certain lessors, utility companies, regulatory agencies and
others; and (iii) property transferred by the Debtors to third parties for the purposes of storage,
repair, and/or delivery, in their ordinary course of business.
162.

In accordance with Local Bankruptcy Rule 1007-2(a)(9), Schedule 4

hereto is a list of the premises owned, leased, or held under other arrangement, from which the
Debtors operate their businesses.
163.

In accordance with Local Bankruptcy Rule 1007-2(a)(10), the location of

the Debtorsâ substantial assets, and the location of their books and records is: Saint Francis

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Hospital, 241 North Road, Poughkeepsie, New York 12601. To the best of my knowledge,
information, and belief, the Debtors do not hold any assets outside the territorial limits of the
United States.
164.

In accordance with Local Bankruptcy Rule 1007-2(a)(11), Schedule 5

hereto is a list of litigation commenced against the Debtors.
165.

In accordance with Local Bankruptcy Rule 1007-2(a)(12), Schedule 6

hereto contains the names of the individuals who comprise the Debtorsâ existing senior
management, their tenure with the Debtors, and a brief summary of their relevant responsibilities
and experience.
166.

The Debtors intend to continue to operate as debtors in possession

pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.
167.

In accordance with Local Bankruptcy Rule 1007-2(b)(1)-(2)(A) and (C),

Schedule 7 hereto is the estimated amount of the payroll to employees of the Debtors and
amounts to be paid to the Debtors officers, and directors for services for the 30-day period
following the commencement of the Debtorsâ chapter 11 cases.
168.

In accordance with Local Bankruptcy Rule 1007-2(b)(3), Schedule 8

hereto contains the estimated cash receipts and disbursements and net cash gain or loss for the
30-day period following the commencement of the Debtorsâ chapter 11 cases.

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CONCLUSION
169.

I declare under penalty of perjury that the foregoing is true and correct to

the best of my knowledge, information, and belief.
170.

Accordingly, I respectfully request that the Court grant all relief requested

in the First Day Pleadings and such other and further relief as may be just.
Dated: December 17, 2013
Poughkeepsie, New York

On behalf of Saint Francis Hospital,
Poughkeepsie, New York and its affiliated
debtors and debtors-in-possession
By: _/s/ Arthur Nizza___________________
Arthur Nizza, D.S.W.
President and Chief Executive Officer of
Saint Francis Hospital and Health
Centers

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EXHIBIT A
CORPORATE STRUCTURE

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Organizational Chart
Leadership of the Sisters of St. Francis of the
Neumann Communities

Partners in Franciscan Ministries
(Corporate Member)

Hastings Health
Systems, Inc.

Saint
Francis
Hospital
(Not for Profit)

Saint
Francis
Healthcare
Foundation

Saint
Francis
Home
Care

Saint
Francis
Hospital
Preschool

(Not for Profit)

(Not for Profit)

(Not for Profit)

SFH
Ventures
(For Profit)

Saint
Francis
Physician
Services
(For Profit)

Each Loan Party except for SFH Ventures, Inc. is a New York non-profit entity of which Hastings Health Systems, Inc. (âHastingsâ) is
the sole member. Hastings does not have any equity or ownership interest in each Loan Party (except for SFH Ventures, Inc.) but as sole
member Hastings exercises control over each Loan Party and has some residual powers laid out in each Loan Partyâs governing
documents.
100% of the interests in SFH Ventures, Inc. are directly held by Hastings and there are no preemptive or other outstanding rights, options,
conversion rights or similar agreements or understandings with regard to SFH Ventures, Inc.
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SCHEDULE 1
30 LARGEST UNSECURED CREDITORS
(ON A CONSOLIDATED BASIS)
The Debtors have filed a motion requesting, among other things, authority to file a consolidated
list of the 30 largest creditors (the âTop 30 Listâ) in lieu of separate lists of each Debtorâs largest
unsecured creditors. Attached hereto is the Top 30 List which is based on the Debtorsâ books
and records as of approximately December 10, 2013.
The information contained herein, including any claim amounts, shall not constitute an
admission of liability by, nor is it binding upon the Debtors. The Debtors reserve all rights to
asset that any debtor or claims listed herein is a disputed claim or debt, and to challenge the
priority, nature, amount or status of any such claim or debt. In the event of any inconsistencies
between the summaries set forth below and their respective and legal documents relating to such
obligations, the descriptions in the corporate and legal documents shall control.
(1)
Name of creditor and complete
mailing address, including zip
code

SCHEDULE 2
CREDITORS HOLDING THE FIVE LARGEST SECURED CLAIMS
(ON A CONSOLIDATED BASIS)
The information contained herein shall not constitute an admission of liability by, nor is it
binding on, the Debtors. The Debtors reserve all rights to assert that any debt or claim listed
herein is a disputed claim or debt, or that a claim amount exceeds the value of the collateral
securing such claim. The Debtors further reserve all rights to asset that any debtor or claims
listed herein is a disputed claim or debt, and to challenge the priority, nature, amount or status of
any such claim or debt.
Manufacturers and Traders Trust Company, as Trustee
One M&T Plaza, 8th Floor
Buffalo, New York 14203-2391
Attn: Corporate Trust Department
Archdiocesan Pension Plan of New York
1011 First Ave, Floor: 16
New York, New York 10022
Manufacturers and Traders Trust Company
One M&T Plaza
Buffalo, New York 14203-2391
Attn: Office of the General Counsel
Dell Financial Services LLC
12234 N Interstate Highway 35 #35A
Austin, Texas 78753
Siemens Financial Services, Inc.
170 Wood Avenue South
Iselin, New Jersey 08830

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SCHEDULE 3
SUMMARY OF ASSETS AND LIABILITIES
(ON A CONSOLIDATED BASIS)
The information contained herein shall not constitute an admission of liability by, nor is it
binding on, the Debtors. This schedule is provided for informational purposes only.

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HASTINGS HEALTH SYSTEMS, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
July 31, 2013 and December 31, 2012
Assets
7/31/2013
Current assets:
Cash and cash equivalents
Investments
Patient accounts receivable, net allowance for doubtful
accounts of approximately $18,775,000 and $12,500,000
Estimated third-party payor receivables
Other receivables, net
Inventory
Prepaid expenses and other assets
Assets held for sale, net
Assets limited or restricted as to use, current portion
Total current assets
Property, plant, and equipment, net
Assets limited or restricted as to use, net of current portion
Estimated third-party payor receivables, net of current portion
Other assets, net
Total assets

On August 12, 2013, Dr. Nizza was appointed
as President and CEO for Saint Francis
Hospital & Health Centers to lead its
restructuring efforts. In such role, Dr. Nizza is
accountable for organizing a framework for
planning, directing services and programs,
integrating patient care and clinical services,
and insuring that there is a performance
improvement program within the institution.

President and Chief Executive Officer

Among other things, Dr. Nizza is also
commissioned to insure that the Hospital
complies with all relevant statutory and
regulatory requirements and is also
responding to the overall health care needs of
Dutchess County and the surrounding
environs in a manner which upholds the
Mission of Saint Francis Hospital.

Kristin Cash-Holland
Chief Financial Officer

3

14759419.1

As Chief Financial Officer Mrs. Cash-Holland
is responsible for the development,
interpretation, coordination and administration
of the Debtorsâ financial activities with the
leadership and authority for the following
Hospital Departments: General Finance,
Patient Financial Services, Medical Records,
Purchasing and Materials Management.In
addition she is responsible for the
maintenance of records and procedures to
adequately safeguard the assets of the
Debtors. Mrs. Cash-Holland has been
employed by the Debtors since January 2010.

To meet the requirements of Local Bankruptcy Rule 1007-2(a)(12), the Debtors have provided an overly
inclusive list of their employees, therefore the characterization of âSenior Managementâ shall not be
binding or considered an admission for any purpose.

Exhibit A-25

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Dr. J. Keith Festa

Dr. Festa has been the Debtorsâ Chief Medical
Officer since October 2003. He is responsible
for the organization and conduct of the
Medical Staff as delineated by the Medical
Staff Rules and Regulations, Hospital
Policies, the Regulations of the New York
State Department of Health, the Joint
Commission and any other relevant statues
and regulations.

As V.P., Clinical Ancillary and Informatics
Services Mrs. Frey is responsible for the
decision-making, policy determination,
strategic planning and operations of the
Debtors. She is responsible for developing
and fostering effective collaboration among
hospital departments and medical staff to
ensure an integrated approach to providing
clinical ancillary services and fulfilling the
hospitalâs strategic operational, financial,
quality and leadership goals. Mrs. Frey has
been employed by the Debtors since October
1983.

As Chief Information Officer, Mr. McCann
provides vision and leadership for the
strategic planning, operations, integration,
development and implementation of
information technology services, systems and
initiatives.

Mrs. Naru participates in decision-making,
policy determination, strategic planning and
operations of the Debtors. She is responsible
for developing and fostering effective
collaboration among hospital departments and
medical staff to ensure an integrated approach
to providing services and fulfilling the
hospitalâs strategic operational, financial,
quality and leadership goals. She provides
direction and oversight for the development of
high quality, cost effective clinical programs
designed to meet the needs of patients,
physicians, staff and community.

Mr. Prisco is responsible for developing and
directing the Debtorsâ human resources
function and continually assessing the human
resources environment, attracting qualified
individuals and developing policies, programs
and practices which provide for optimal
utilization of personal against the
requirements and available resources while
fostering a positive employee relations
environment.

Exhibit A-27

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Main Document

SCHEDULE 7
ESTIMATED PAYROLL

Estimated Gross Total Payroll for 30 Days following the Petition Date: $6,222,263.78
Estimated Gross Payments to Officers and Directors for the 30 Days following the Petition Date:
(which is full comprised salary received in their capacity as employees): $56,321.16

14759419.1

Exhibit A-28

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SCHEDULE 8
ESTIMATED RECEIPTS AND DISBURSEMENTS
Estimated cash receipts for the first 30 days: $9.2 million
Estimated cash disbursements for the first 30 days: $14.2 million